(b) **Section 6.18 (F)****.****EBITDA**. Section 6.18 (F) is hereby deleted in itsentirety and the following is hereby substituted therefor:     (F) EBITDA. Parent and its consolidated Subsidiaries, on a consolidated basis,shall maintain as of the end of each quarter set forth below, for the twelve month periodending on the last day of such fiscal quarter, a minimum EBITDA as follows:     **Fiscal Quarter Ending:** **EBITDA:** March 31, 2009 $3,000,000 June 30, 2009 $2,500,000 September 30, 2009 $4,000,000 December 31, 2009 and eachfiscal quarter endingthereafter $5,000,000      **Section****Two.****Representations and Warranties**. To induce Lender to enter into thisAmendment, the Loan Parties hereby warrant and represent to Lender as follows:     (a) all of the representations and warranties contained in the Loan Agreement and each otherLoan Document to which the Loan Parties are a party continue to be true and correct in all materialrespects as of the date hereof, as if repeated as of the date hereof, except for suchrepresentations and warranties which, by their terms, are expressly made only as of a previousdate;     (b) the execution, delivery and performance of this Amendment by each of the Loan Parties iswithin their corporate powers, has been duly authorized by all necessary corporate action on theirpart, and each of the Loan Parties has received all necessary consents and approvals (if any arerequired) for the execution and delivery of this Amendment;     (c) the Organizational Documents of Borrowers and Guarantor previously delivered to Lender bythe Loan Parties have not been amended or modified in any respect as of the date hereof;     (d) upon its execution, the Loan Agreement as amended by this Amendment shall constitute thelegal, valid and binding obligation of the Loan Parties, enforceable against the Loan Parties inaccordance with their terms as so amended, except as such enforceability may be limited by (i)bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) generalprinciples of equity;     (e) except as set forth herein or as the Loan Parties or their representatives shall havenotified Lender of in writing, none of the Loan Parties are in default under any indenture,mortgage, deed of trust, or other material agreement or material instrument to which they are aparty or by which they may be bound which could have a Material Adverse Effect. Neither theexecution and delivery of this Amendment, nor the consummation of the transactions herein
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contemplated, nor compliance with the provisions hereof will (i) violate any law or regulationapplicable to any of the Loan Parties, (ii) cause a violation by any of the Loan Parties of anyorder or decree of any court or government instrumentality applicable to them, (iii) conflict with,or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust,or other material agreement or material instrument to which any of the Loan Parties is a party orby which they may be bound, or (iv) result in the creation or imposition of any lien, charge, orencumbrance upon any property of any of the Loan Parties, except in favor of Lender, to secure theObligations.     (f) no Default or Event of Default has occurred and is continuing; and     (g) since the date of the Loan Parties’ most recent financial statements delivered to Lender,no change or event has occurred which has had, or is reasonably likely to have, a Material AdverseEffect.     **Section****Three.****Conditions Precedent**. This Amendment shall become effective upon thesatisfaction of the following conditions precedent:     (a) Lender shall have received this Amendment, duly executed by the Loan Parties;     (b) no Default or Event of Default shall have occurred be continuing, and no event ordevelopment which has had or is reasonably likely to have a Material Adverse Effect shall haveoccurred, in each case, since the date of the Loan Parties’ most recent financial statementsdelivered to Lender.     **Section****Four.****Release**. The Loan Parties hereby acknowledge and agree that: (a)neither they nor any of their Affiliates have any claim or cause of action against Lender (or anyof Lender’s Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b)Lender has heretofore properly performed and satisfied in a timely manner all of its obligations tothe Loan Parties under the Loan Agreement and the other Loan Documents. Notwithstanding theforegoing, Lender wishes (and the Loan Parties agree) to eliminate any possibility that any pastconditions, acts, omissions, events or circumstances would impair or otherwise adversely affect anyof Lender’s rights, interests, security and/or remedies under the Loan Agreement and the other LoanDocuments. Accordingly, for and in consideration of the agreements contained in this Amendment andother good and valuable consideration, the Loan Parties (for themselves and their Affiliates andthe successors, assigns, heirs and representatives of each of the foregoing) (each a“Releasor” and collectively, the “Releasors”) does hereby fully, finally,unconditionally and irrevocably release and forever discharge Lender and each of its Affiliates,officers, directors, employees, attorneys, consultants and agents (each a “Released Party”and collectively, the “Released Parties”) from any and all debts, claims, obligations,damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes ofaction, in each case, whether known or unknown, contingent of fixed, direct or indirect, and ofwhatever nature or description, and whether in law or in equity, under contract, tort, statute orotherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have againstany Released Party by reason of any act, omission or thing whatsoever done or omitted to be done onor prior to the date hereof arising out of, connected with or related in any way to this Amendment,the Loan Agreement or any other Loan Document, or any act, event or transaction related or
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attendant thereto, or Lender’s agreements contained therein, or the possession, use, operationor control of any of the assets of agreements contained therein, or the possession, use, operationor control of any of the assets of the Loan Parties, or the making of any advance, or themanagement of such advance or the Collateral.     **Section****Five.****General Provisions**.     (a) Except as herein expressly amended, each of the Loan Agreement and all of the other LoanDocuments are ratified and confirmed in all respects and shall remain in full force and effect inaccordance with their respective terms.     (b) All references to the Loan Agreement in the Loan Agreement and each other Loan Documentshall mean such Loan Agreement as amended as of the effective date hereof, and as amended herebyand as hereafter amended, supplemented and modified from time to time.     (c) This Amendment embodies the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements, commitments, arrangements,negotiations or understandings, whether written or oral, of the parties with respect thereto.     (d) Section and subsection headings in this Agreement are included herein for convenience ofreference only and shall not constitute a part of this Agreement for any other purpose or be givenany substantive effect.     (e) THIS AMENDMENT AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM (WHETHER ARISING UNDERCONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES.     (f) EACH LOAN PARTY FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES HEREBY CONSENTS TO THEJURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEWYORK, AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISINGOUT OF OR RELATING TO THIS AMENDMENT SHALL BE LITIGATED IN SUCH COURTS. EACH LOAN PARTY FOR ITSELFAND ON BEHALF OF ITS SUBSIDIARIES ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVESANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDEREDTHEREBY IN CONNECTION WITH THIS AMENDMENT. IF ANY LOAN PARTY OR ANY SUBSIDIARY PRESENTLY IS, OR INTHE FUTURE BECOMES, A NONRESIDENT OF THE STATE OF NEW YORK, EACH LOAN PARTY FOR ITSELF AND ONBEHALF OF ITS SUBSIDIARIES HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THATALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURNRECEIPT REQUESTED, DIRECTED TO SUCH PERSON AT SUCH
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PERSON’s ADDRESS AS SET FORTH IN SECTION 8.6 OF THE LOAN AGREEMENT OR AS MOST RECENTLYNOTIFIED BY SUCH PERSON IN WRITING PURSUANT TO SECTION 8.6 OF THE LOAN AGREEMENT ANDSERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID.     (g) EACH LOAN PARTY FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES AND LENDER HEREBY WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THISAMENDMENT. EACH LOAN PARTY FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES AND LENDER FURTHER WARRANTAND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLYAND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.     (h) This Amendment is a Loan Document.     (i) Nothing contained in this Amendment shall operate as a waiver of any right, power, orremedy to which Lender may be entitled, nor constitute a waiver of any provision of the LoanAgreement or any of the other Loan Documents, or any other documents, instruments or agreementsexecuted and/or delivered under or in connection therewith.     (j) This Amendment may be executed by the parties hereto in one or more counterparts, each ofwhich when so executed shall be deemed an original; and such counterparts taken together shallconstitute one and the same agreement. Any signatures delivered by a party by facsimile orelectronic transmission shall be deemed an original signature hereto.(*This space intentionally left blank — signature page follows.*)
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     **IN WITNESS WHEREOF,**Loan Parties and Lender have signed below to indicate their agreement withthe foregoing and their intent to be bound thereby.         **LENDER:**   **BHC INTERIM FUNDING III, L.P.,**               By: BHC Interim Funding Management III, L.P.,        its General Partner               By: BHC Investors III, L.L.C.,its Managing Member               By: GHH Holdings III, L.L.C.               By: /s/ GERALD H. HOUGHTON Name: Gerald H. Houghton        Title: Managing Member           **BORROWERS:**   **DIGITAL RECORDERS, INC.**               By: /s/ DAVID L. TURNEY Name: David L. Turney        Title: CEO, President               **TWINVISION OF NORTH AMERICA, INC.**               By: /s/ DAVID L. TURNEY Name: David L. Turney        Title: CEO, President           **GUARANTOR:**   **DRI CORPORATION**               By: /s/ DAVID L. TURNEY Name: David L. Turney        Title: CEO, President  *Signature Page to Second Amendment to Loan and Security Agreement*